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OFX Subscription Agreement (Business)

This Subscription Agreement (Business) governs your subscription associated with your OFX Business Account (the “Subscription Agreement”).

You and your means you, the primary, authorised OFX Client that applies for and is approved for an OFX Business Account. When you add an additional User (defined below), it will also include and apply to them.  

We, us, our and OFX refers to UKForex Limited doing business as OFX (“OFX”).

This Subscription Agreement includes this document, together with the OFX agreements that apply to the OFX products and Services (“OFX agreements”), including but not limited to the:

  • OFX General Terms and Conditions (Business);
  • OFX Card Agreement (Business) which governs your OFX Card;
  • where applicable for your OFX Card, the OFX Cashback Terms and Conditions,
  • Fee Schedule; 
  • Privacy Policy; and
  • where you add an Advisor, the Advisor Terms and Conditions.

You should read this Subscription Agreement together with all OFX agreements that apply to you.  The OFX agreements can be found at www.ofx.com/legal.

Terms that are not defined in this Subscription Agreement can be found in the applicable OFX agreement. You will need to agree to this Subscription Agreement to use an OFX Business Account and Services.

  1. Subscription

1.1 Subscription Plan

Subscription Plan means either the OFX Standard plan, the OFX Full-Suite plan, or the OFX Custom plan, and any other plan that we may introduce from time to time.

Details and features about each Subscription Plan are set out at Fee schedule.  The details and features within each Subscription Plan may be updated from time to time.

The Fees associated with each Subscription Plan are in the Fee Schedule.  For example, you can have an unlimited number of Users per Subscription Plan, however, the Fee per User will depend on your Subscription Plan.  The Fees may be updated from time to time. 

You agree that when you purchase a Subscription Plan, your purchase is not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by us regarding future functionality or features.

1.2 Registration

You will need to register for, and set up, an OFX Business Account to access the Services and the Subscription Plan. During registration, you will select the Subscription Plan that best suits your business needs, including details, features and Fees. 

The registration for your Subscription Plan will be complete and approved once your OFX Business Account has cleared onboarding requirements and is approved for transactions.  After registration is approved:

  • the Services and your OFX Business Account features linked to your Subscription Plan will be activated and will continue unless you or OFX cancels or terminates the Subscription Plan, and
  • the Billing Cycle will start (even if you are in a free-trial or offer period).

To learn more about your Subscription Plan details and features, see Fee schedule. To learn more about Billing Cycles, see section 3.1: Billing Cycles.

1.3 Changing your Subscription Plan

You can change your Subscription Plan by upgrading or downgrading your Subscription Plan at any time.  If you change your Subscription Plan during a Billing Cycle, the change will take effect immediately, and the Fee linked to the change will appear on a prorated basis from the date of the change and will appear in the next Billing Cycle

1.4 Offers or free trials

We may make the Services available to you and a Subscription Plan available to you on a free trial basis. We may offer limited-time promotions for your Subscription Plan, providing additional features, increased benefits, or reduced Fees.

The trial period for any offer or free trial will end on the earliest of the following: (i) the end of the free trial period you registered for; (ii) the start date of any purchased Subscription Plan for Services; or (iii) termination by OFX in its sole discretion.  

To start a trial or offer, you will need to provide a Payment Method. Once the trial or offer period ends, you agree to have the selected Subscription Plan Fee charged to your Payment Method on a recurring basis each Billing Cycle. If you do not wish to continue paying the Fee, you must terminate before the trial ends. For information on how to terminate your Subscription Plan, refer to section 4.1: Termination by You.

Additional terms and conditions will apply to these trials and offers, which will be provided when the offer is made. These terms are legally binding and incorporated into this Subscription Agreement by reference. Each trial or offer is subject to its advertisement and specific rules regarding eligibility, availability, duration, and cancellation. 

Any data you give us, or any customizations made to the Services during your trial period will be permanently lost unless you purchase a Subscription Plan to the same Services covered by the trial (or upgraded Subscription Plan) or export such data before downgrading or terminating your Subscription Plan at the end of the trial period.

1.5 Adding Users

User means a user that you, the primary, authorised Client, has authorised and invited to access the OFX Business Account to conduct, use and access the Services through the OFX Business Account on your behalf. 

  • For example, this could be your employee who you want to conduct, use and access your OFX Business Account and Services, an Advisor that you authorise to conduct, use and access your OFX Business Account through the Advisor Console, and/or it can also be an Additional Cardholder when you issue them an OFX Card.
  • Additional OFX agreements apply when you add Users:

You can authorise and add Users to conduct, use and access the Services in the OFX Business Account.  When you do this, this means:

  • They will have access to, and use of, your OFX Business Account and can conduct Services on your behalf. 
  • You are responsible for the conduct, use and access of any User for the Services linked to you. This includes that you are responsible for all transactions or charges made, or any fees incurred, by your User.
  • You must ensure each User has the appropriate authority, permission levels and restrictions. If you intend to limit the conduct, use and access of the Services by a User, you must do this directly in the OFX Business Account platform. 
  • We may require evidence of the authorization of a User to act on your behalf.
  • You must ensure that each User is familiar with this Subscription Agreement and any related OFX agreement that applies to you.
  • We will not honour any arrangements you have made directly with a User.
  • You are responsible to keep Users linked to your OFX Business Account up to date, including removing a User. If you want to remove a User, you must do this directly in the OFX Business Account.

2. Use of the Services

Subject to your compliance with this Subscription Agreement and any other applicable OFX agreement, we grant you a limited, non-exclusive, revocable right to use the OFX Business Account and Services in accordance with your Subscription Plan, for business purposes. Your access to and use of the Services and OFX Cards will remain in effect unless cancelled or terminated by you or us.

3. Billing, Fees and Payments

3.1 Billing Cycles

Billing Cycle means the recurring period that starts when your OFX Business Account is approved. If you’re on a trial or promotional offer, it begins the day after that trial or promotional offer period ends. Your Billing Cycle follows the same date each month. If your account is approved at the end of a month, your Billing Cycle date will be the last Business Day of that month.

Billing Cycles renew automatically unless you terminate your Subscription Plan before the end of the then-current Billing Cycle.  To learn more about how you can terminate your Subscription Plan, see section 4.1: Termination by you.

If you make a change to a Subscription Plan during a Billing Cycle, see section 1.3: Changing your Subscription Plan to learn more about how we apply the change where a change occurs during the Billing Cycle.

3.2 Fees

The Fees for Subscription Plans and Services are listed in the https://www.ofx.com/en-gb/legal/fee-schedule/ . You must pay the Fees as and when they become due.

The Fees, and any other charges you may incur in connection with your use of the Service, such as taxes, will be charged to your Payment Method at the start of each Billing Cycle.

3.3 Payment Methods

Payment Method means:

  • if you have an OFX Card, your OFX Card;
  • your OFX Global Business Account, and where necessary, foreign currency Balances will be converted to GBP sterling by Automatic Conversion (and you hereby authorise us and instruct us to complete this Automatic Conversion to pay for Fees);
  • a third-party corporate card (debit or credit card) that we accept; and
  • any other valid Payment Method we may add or allow from time to time.

There may be Fees associated with the Payment Method you select. To learn more, see the Fee Schedule.

At registration and when setting up your OFX Business Account, you must provide one or more valid Payment Methods. You authorise us to charge this Payment Method for Fees until the Subscription Plan and/or the Services are terminated, and all outstanding Fees have been paid in full.  We may require multiple valid Payment Methods.  

You authorise us to use your OFX Global Business Account as the default, primary Payment Method.  Where you do not have a sufficient Balance in your OFX Global Business Account, you authorise us to use a secondary Payment Method.

You must ensure your Payment Methods are valid, up-to-date, and in good standing. We are not responsible for any fees incurred outside of our control when processing a Payment Method. You agree to promptly update your Payment Methods or to notify us in advance of a Billing Cycle if you wish to use a different Payment Method.

You may request a monthly invoice for your Subscription Plan Fees. When you do this, OFX will send you an invoice electronically to your OFX Business Account, which must be paid in advance of the Billing Cycle and according to the invoice’s terms. However, we reserve the right to automatically charge your Payment Method where your payment is not made by the due date.

3.4. Overdue Fees

Overdue Fees means a Subscription Plan Fee, or any other Fee set out in the Fee Schedule or any amount owing linked to the Services that are not successfully paid for any reason, including due to expiration of the authorised Payment Method, insufficient funds, or otherwise.

You are responsible for Overdue Fees. OFX will continue to process payment for Overdue Fees via any Payment Method until the Overdue Fees are paid in full. 

If there are no valid Payment Methods available, we may restrict access to your OFX Business Account and/or the Services until we have received the full payment of Overdue Fees.

Restriction due to Overdue Fees means your OFX Business Account is not in good standing. If Overdue Fees remain unpaid, OFX reserves the right to terminate this Subscription Agreement at our sole discretion.  To learn more, see section 4: Termination and restriction. 

You agree to act quickly and contact us using the information in section 8.1: Contact Us to resolve any Overdue Fees.

3.5 No refunds

OFX does not offer prorated refunds or refunds of unused Services, OFX Cards, or Subscription Plans. If you no longer want to pay a Fee, you must terminate your Subscription Plan before the end of the Billing Cycle in accordance with section 4.1: Termination by you.

4. Terminations and restrictions

4.1. Termination by you

You may terminate your Subscription Plan at any time by providing at least 24-hour prior written notice by email using the information in section 8.1: Contact Us.  Your termination will be effective 24-hours after you provide us with written notice of termination.

If you terminate your Subscription Plan before the end of the Billing Cycle, your Subscription Plan will be considered valid until the end of the current Billing Cycle, and you will continue to have access to your OFX Business Account and the Services until the end of that current Billing Cycle.  

See section 4.3: Impact of termination and restriction to learn more about the consequences of termination by you. You can also learn more about the impact to specific features, Services, Payments or transactions by reviewing the applicable OFX agreements.

4.2. Termination or restriction by OFX

We may, at any time and for any reason, restrict or terminate your Subscription Plan even if you have available funds in your OFX Global Business Account, you have no outstanding Fees, and/or we may restrict or close your OFX Card connected to your Subscription Plan.  We do not need to tell you in advance. For example, we may do this where:

  • transactions linked to your use of the OFX Business Account are not in accordance with OFX agreements, is or is suspected to be illegal, unauthorised and/or fraudulent;
  • you act in a manner that is contrary to our policies and/or OFX agreements;
  • we act under the OFX agreements that have the impact to restrict or terminate this Subscription Agreement;
  • your conduct using the Subscription Plan may create an unacceptable risk to us or the payment network;
  • the OFX Business Account is not in good standing;
  • you have Overdue Fees;
  • you or any User has made a racist, discriminatory, derogatory, or threatening comment towards our employees;
  • your use of your Subscription Plan, the Services or your OFX Cards have had no activity for a certain period;
  • your request to issue OFX Cards or your addition of Users and/or Advisors connected to your Subscription Plan is vexatious;
  • your use of your Subscription Plan, the Services, and/or OFX Cards is for experimental, testing or research purposes or otherwise in a manner for which the Services has not been designed;
  • your use of the Subscription Plan, the Services, and/or OFX Cards is a breach of our intellectual property or a breach of any third party’s intellectual property;
  • we may be required to do so under applicable laws; or
  • any other reason in our sole discretion acting reasonably.

4.3. Impact of termination and restriction

 Termination or restriction of your Subscription Plan for any reason, will:

  • deny you access to, and the use of, the OFX Services and/or your OFX Business Account; 
  • cancel any transactions or Payments you have with us in accordance with the OFX General Terms and Conditions (Business) on your termination date (including cancelling any scheduled Payments);
  • terminate or limit your ability to use OFX Cards linked to your OFX Business Account and decline any transactions connected to such OFX Cards (including scheduled or recurring transactions and terminating and limiting any Additional Cardholder’s OFX Card); 
  • terminate your ability to earn or receive cashback under the OFX cashback program;
  • forfeit of any cashback earned but not yet applied to your OFX Business Account; 
  • any trial or offer will be cancelled where we terminate, or in cases where we restrict, you will not get the benefit of any additional trial or offer period;
  • the primary, authorised Client will be required to immediately pay any outstanding Fees or Overdue Fees in full;
  • we may without notice, deduct any amounts owing to us from any valid Payment Method;
  • cause any data you give us, or any customizations made to your OFX Business Account and/or the Services by or for you be permanently lost;
  • we may exercise any of our rights under the applicable OFX agreements or applicable law;
  • we may require the primary, authorised Client to pay all our legal expenses on a solicitor, client basis for attempting to collect what the primary, authorised Client owes us under this Subscription Plan; and/or

any other impact or restriction in our sole discretion acting reasonably.

 5. Changes

We may add, change, replace or remove:

  • a Subscription Plan, including a feature or detail set out at Fee schedule.
  • Fees in the Fee Schedule; and/or
  • any section to this Subscription Agreement. 

We will notify you when we make a material change or when we are required to do so by law. The notice of change may be given in an email, using the OFX Business platform, or posting the notice of change to our Website

You will have accepted the change if, after the change is effective:

  • you use, or access, or activate your OFX Business Account;
  • you conduct, access or use any Services; and/or
  • your OFX Business Account remains open.

6. Limits of liability

 This section is in addition to the limitation of liability set out in the applicable OFX Agreements. 

To the extent permitted by law, our liability to you for all claims arising out of or in connection with this Subscription Agreement shall not exceed the total value of any Subscription Plan Fees collected by us in the month prior to the incident giving rise to the liability, regardless of whether the liability arises under breach of contract, tort (including negligence), statute, equity, contact or any other cause of action. In no event are we liable for special, indirect or consequential damages. This limitation on our liability to direct damages applies even if we have been advised of the possibility that you may suffer other types of loss or damages.

In no event are we liable for any losses or damages resulting from the following:

  • any losses or damages related to your failure to do something, including a failure to meet your obligations under this Subscription Agreement or any applicable OFX agreement;
  • delay or inability to access or use the OFX Business Account or Services, to appoint Advisors, to add Users, or for you to access or use your OFX Card or any Additional OFX Card;
  • any losses or damages related to the conduct, access and use by Users and Advisors;
  • any failure, error, malfunction, misuse, delay, or inaccessibility of any system or service caused by a third-party or other circumstances beyond our control;
  • any other failure, error, or delay by any third party or other circumstances beyond our control;
  • suspension, restriction, termination or closure of the Subscription Plan; and 
  • the exercise of any of our rights set out in this Subscription Agreement or any applicable OFX agreement.

7. Indemnity

You agree to indemnify us (and any affiliate member of the OFX Group Limited) and hold us harmless from and against all charges, fees, damages, liabilities, costs and expenses (including legal costs) that may be incurred because of a breach of this Subscription Agreement, by any User, any Advisor, or any Additional Cardholder.

8. General

8.1 Contact Us:  you can contact us by email at: business@ofx.com

8.2 No Partnership: Nothing in this Subscription Agreement is intended to or shall operate to create a partnership between you and us or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.

8.3 Assignment: This Subscription Agreement is binding upon and benefits our successors, and anyone we transfer, sell, or assign this Subscription Agreement to. If we transfer, sell, or assign our rights, we may disclose information about you, any OFX Business Account, any issued OFX Card linked to your OFX Business Account, or any Advisor linked to your OFX Business Account.

8.4 E-signature: By expressly confirming your acceptance online or typing your name on any form we may ask you to sign, you agree that your electronic signature is your consent to be bound by this Subscription Agreement. You further agree that we may accept your electronic signature as the legal equivalent of your manual/handwritten signature and that no third-party verification is necessary to validate your signature in any way.

8.5 Governing Law: This Subscription Agreement shall be interpreted in accordance with the laws of England and Wales. You and we both agree that the English courts will have exclusive jurisdiction, except for an action for injunctive relief, which may be brought in any appropriate jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

8.6 No waiver: If we fail or delay objecting or act when you breach any section of this Subscription Agreement, all sections of this Subscription Agreement remain valid and unchanged. We also reserve our right to act on that breach or any similar breach later. Any action or omission by us does not mean that we have waived or changed this Subscription Agreement.

8.7 Severance: If any term under this Subscription Agreement, whether in full or in part, is found to be illegal, invalid, or unenforceable, under any law or enactment, it will

a) no longer form part of this Subscription Agreement; and

b) not affect the legality, validity, or enforceability of the rest of this Subscription Agreement, which will otherwise remain in full force and effect.

8.8 Headings: The headings in this Subscription Agreement are for reference purposes only. The headings do not affect the meaning or interpretation of this Subscription Agreement in any way.

8.9 Survival: Upon termination of this Subscription Agreement, the following sections of this Subscription Agreement shall remain in effect: section 3 (Billing, Fees and Payments), section 4 (Terminations or restrictions), section 6 (Limits on liability), section 7 (Indemnity), section 8.5 (Governing Law) and section 8.9 (Survival).